STATE OF MICHIGAN 


LAWS GOVERNING 


MINING CORPORATIONS 


WITH ANNOTATIONS 


\ 

REVISION OF 1917 


COMPILED BY 

COLEMAN C. VAUGHAN 

SECRETARY OF STATE 


LANSING, MICHIGAN 

WYNKOOP HALLENBECK CRAWFORD CO., STATE PRINTERS 
* 1917 






















STATE OF MICHIGAN 

II 


LAWS mnm mining corporations 


WITH ANNOTATIONS 


REVISION OF 1917 


COMPILED BY 

COLEMAN C. VAUGHAN 

SECRETARY OF STATE 




LANSING, MICHIGAN 

WYNKOOP HALLENBECK CRAWFORD CO., STATE PRINTERS 

1917 







.IAs’Aa- 


Note. —The section mark (§) refers to the section of the Compiled Laws of 1915. 


n. of y, 

MAH J ,g,j 











LAWS GOVERNING MINING CORI’ORATIONS. 


INCORPORATION OF COMPANIES. 


An Act to revise the laws providing for the incorporation of com¬ 
panies for mining, smelting, and manufacturing iron, copper, silver, 
mineral coal, and other ores or minerals, and to fix the duties and 
liabilities of such corporations. 


[Act 113, P. A. 1877, .as amended.] 

The People of the State of Michigan enaei': 

§ 89G7.. Section 1. That it shall be lawful for any iiuiii- 
her of persons not less than three, by articles of agreement 
in writing, to organize thems'elves into a corporation for the 
purpose of engaging in [and] -carrying on any kind of min¬ 
ing business, or for refining, smelting, or manufacturing any 
and all kinds of ores, minerals, or metals, or for both mining, 
refining, smelting, and manufacturing any or all such ores, 
minerals, or metals, and such persons so organizing them¬ 
selves shall, with their successors and assigns, constitute a 
body corporate under the name assumed by them iii their 
articles of association: I^rovided, No two companies shall Proviso, 
assume the same name. 

A corporation is an artificial being, created by law, with limited powers, 
and for specified purposes, with a tacit condition annexed to its charter, that 
it will exercise its franchises in the manner and for the purposes specified 
therein, and not otherwise.—Att’y Gen. y:,«Oakland Co. Bank. Walk. Ch., 90, 

97 ; and that it shall act up to the end or design for which it was created.— 

People V. Bank of Pontiac, 12 / 537, . 

Corporations can exist only by force of express law.—Schuetzen Bund v. 
Agitations Verein, 44 / 313. Their legal existence, by force of obligatory law, 
is confined to the state creating them.—Thompson v. Waters, 25 / 214. 

The object of a corporate name is for the purposes of identification. But 
a corporation may be known by several names as well as a natural person.— 

Walrath v. Campbell, 28 / 111, 122. As to when the identity may be shown 
by parol.—Id. 

A corporate name is regarded as in the nature of a trade-mark, even though 
composed of individual names, and its simulation may be restrained.—-Wil¬ 
liams V, Farrand, 88/473. 

In Lamb-Knit-Goods Co. v. Lamb Glove &, Mitten Co., 120 / 159, and in 
Penberthy Injector Co. v, Lee-Penberthy Manufacturing Co., 120 / 174, the 
defendants were enjoined from use of name. See also Myers v. Buggy Co., 

54 / 215. 

In Supreme Lodge Knights of Pythias v. Improved Order Knights of 
Pythias, 113/133, there was no'evidence that any person had been misled, 
and while the case is near the line, the court held that the rights of the 
complainant had not been infringed. 


§ 89G8. Sec. 2. The articles of association of any cor- ^cknowiedovd 
poratioii organized under the provisions of this act shall be ami signed'! 
acknowledged by not less than three of the persons whose 
names are signed thereto, before some person authorized by 
the laws of tliis state to take the acknowledgment of deeds, 
or if acknowledged outside of the state, it may be done be- 
2 


4 


STATE OF MICHIGAN. 


\Vhat to be 
stated therein. 


fore a conmiissioner of deeds of this state, a notary public 
liaviii” ' a seal, or any other person authorized to take ac- 
knoNvledginent of deeds, and such articles shall state : 

I’rocoedinfjs to incorporate mnst he in strict conformity with the I’eqnire- 
merits of the statute. Articles of association are not valid, nor entitled to be 
tiled in the office of the secretary of state unless acknowledged.—Doyle v. 
Mizner, 42 / 332. 

Under the statutes of Michigan, the first step necessary to form a corpora¬ 
tion is the acknowledgment of articles of association by the stockholders, in 
their individual capacity.—Carmody v. Powers, CO / 26. 

The acknowledgment of articles of association by the corporators is neces¬ 
sary to the formation of the corporation.—Id. 


First, The purpose or purposes for which the corporation 
is formed; 

And they (the articles) must state the corporate piirpose of the organiza¬ 
tion and it has no power to go beyond them. They are the sole criterion to 
ascertain the purpose for which the corporation was formed, and if they do 
not state a purpose authorized by the statute the association will not be in¬ 
corporated.—Att’y Gen. v. Lorman, 59 /162. 

The purposes of a corporation ai’e to be determined by the statements con¬ 
tained in its articles of association.—Detroit Driving Club v. Fitzgerald, 109 
/ 670. 

The provisions of 3 How. Stat., Sec. llCla^, (C. L. 1915, § 9018) that the 
articles of association of a manufacturing corporation shall state the purposes 
for which it is formed, and that it shall not be lawful for it to divert its opera¬ 
tions or appropriate its funds to any other purpose, was incorporated for the 
protection of the public, and does not operate on the contracts of the corpora¬ 
tion so as to prevent it from foreclosing a mortgage given to secure it against 
liability under a contract of guaranty, which, although ultra vires, was en¬ 
tered into with the assent of all of Its stockholders, and which it has fully 
performed by paying the obligations guai’anteed.—Butterworth & Lowe v. 
Kritzer Milling Co., 115 / 1. 

Where corporations are organized under general laws, the organic act, to¬ 
gether with the articles of association made in pursuance of it, constitute 
the charter.—Van Etten v. Eaton, 19 / 194. See Dexter & M. P. R. Co. v. 
Millerd, 3 / 91. And the powers and privileges of the corporation depend 
upon the general law and articles, the same as they would upon the charter, 
if the incorporation were by special act.—Dewey v. Cent. Car Mnfg. Co., 
42 / 399. 

All their powers and the purposes for which they are formed must have 
the legislative assent and sanction, and the acts creating them cannot be 
extended by construction, to cases not reasonably within their terms.'—• 
Stewart v. Father Matthew Society, 41 / 74. 

Where one of the purposes set forth in the articles is beyond the scope of 
the statute, the articles ought to be rejected.—Attorney General’s report for 
1891-2, 54. 

If the articles do not state a purpose for which the statute authorizes a 
corporation to be formed, it would not be legally incorporated, and its articles 
would afford no wmi'rant for the exercise of corporate action.—Attoi’ney Gen¬ 
eral V. Lorman, 59 / 157. 

No corporation can exist except by force of express law\ We have not been 
referred to any statute of this state under which the plaintiff had or could 
have organized as a corporation, nor do we know of any under which a cor¬ 
poration with such objects and aims could be formed.—Schuetzen Bund v. 
Agitations Verein, 44 / 313. 

A corporation was organized under a law afterAvards declared unconstitu¬ 
tional. The court says: “There was no law authorizing the parties to file 
their articles of association, or to become incorporated ; and there could, under 
such circumstances, be no corporation de facto. There was no statute under 
which defendants could lawfully incorporate as a mercantile company, and 
their actions as such are wholly void.”—Eaton v. Walker, 76 / 579. 

It is undoubtedly well settled that a person who has entered into contract 
relations with a de facto corporation cannot, in an action thereon, deny its 
corporate character, or set uo any informality in its organization, to defeat 
the action. But there is no law under which the poAvers they assume might 
laAvfully be created; and the mere fact that they assumed to act as such, 
even in the full belief that they were legally incorporated, Avould not con¬ 
stitute them a corporation de facto. —Id. 

In Isle Royal Land Co. v. Secretary of State, 76/ 163, the court held that 
a foreign corporation, Avhose articles set forth multifarious purposes, in addi¬ 
tion to those of a mining company, Avas not entitled to have its articles filed 
and recorded. This decision Avas based on the principle that a corporation 
organized under the mining act, cannot embrace purposes not covered by 
the act. 


Second, The aiiioiiiit of the capital stock, and tlie number 
of shares; 

In stock corporations organized for trade, manufacture, or other objects, 



MINING CORPORATIONS. 


5 


where it is expected that the investment of the capital stock will yield a re¬ 
turn of’profits by way of dividends or otherwise, the authorized capital stock 
is the life-blood of the corporation, and the means throuf?h which the object 
of organization is to be accomplished, hence said stock, and the shares into 
Avhich it is divided, are I'equired to be fixed by the articles of association.— 
Association v. Walker, 88 / 64. 

TIlird, The amount of cash aetnally paid in on the capital 
stock, and the cash value of any property, real or ])ersonal, 
conveyed to the corporation contemporaneonsly with its or¬ 
ganization ; 

Fourth, The names of the stockholders, their respective 
residences, and the number of shares held by eacli person; 

Fifth, The place where the business office of the corpora¬ 
tion is located, and when such office is without the limits of 
the state, the place where the office for the transaction of 
business within this state is located shall also be designated; 

It has been uniformly- held in this state that corporations cannot I’emove 
from place to place, or establish branches for the transaction of their regular 
corporate business, unless authorized by law.—Chapman v. Colby, 47 / 46. 

A private corporation must be held to reside in the town where its prin¬ 
cipal office is, as a local inhabitant.—Detroit F. & M. Ins. Co. v. Judge, etc., 
23 / 492. And such location cannot be changed without legislative assent.— 
People V. And. Gen., 17 / 161, 170. When a corporation is located by its 
charter in a particular place, the exercise of its franchise elsewhere is illegal 
and a cause of forfeiture.—I’eople v. Oakland Co. Bank, 1 Doug., 282 ; Atty. 
Gen. V. Same, Walk. Ch., 90; Underwood v. Waldron, 12 / 73 ; Thompson v. 
Waters, 25 / 214, 241. But a distinction seems to be made between the place 
where the principal office is located and other places where much of the 
company’s business may be done.—Van Etten v. Eaton, 19/187; 23/492-4. 

A corporation must have a local habitation. It cannot li.x a nominal domi¬ 
cile in the country while its actual domicile for business is in the city ; and 
its local existence must be held to be. in some place in the state where its 
business is carried on.—Detroit Trans. Co. v. Board of Assessors, 91 / 382, 

Sixth, The county or counties in this state where the busi¬ 
ness of the corporation is to be carried on; - 

Seventh, The number constituting the board of directors, 
and the directors for the first year; 

Eighth, The term of its existence, which shall not exceed 
thirty years. 

§ 8969. Sec. 3. It shall not be necessary for the original 
corporators to subscribe for the entire capital stock, but the 
portion not subscribed for may be disposed of at any time 
afterwards by the corporation in such manner as the by-laws 
of the corporation may prescribe. 

See Young v. Erie Iron Company, 65 / 127. 

A subscription for stock, made after the organization of the corporation, 
is a transaction between it and the subscriber.—Carlisle v. S. V. & St. L. R. 
R. Co., 27 / 315. And to be effectual, all the statutory requirements as to 
the manner of subscribing must be complied with.—Schurtz v. Three Rivers, 
etc., Co., 9/269. Subscriptions, to be valid, must be so made as to bind 
both the company and the subscriber.—Parker v. Northeim Central, etc., Co., 
33/23; Wright v. Irwin, 35 / 347, Although a subscriber to stock may not 
question the validity of the corporate organization, he may contest the legality 
or binding obligation of his subscription.—Swarthwout v. Michigan Air Line 
R. R. Co., 24 / 389. The issuance of stock by subscription is not a sale within 
the statute of frauds.—Peninsular Leasing Co. v. Cody, 161 / 604. 

§ 8970. 8ec. 4. The capital stock of any corporation 
organized or existing under this act shall not be less than 
ten thousand dollars or more than ten million dollars, and 
shall be divided into shares of twenty-five dollars each, ddiere 
shall be a board of directors consisting of not less than three 
nor more than nine members in each cor])oration organized 
or existing under this act, who shall also be stockholders. 


Corporation 
may sell stock 
not subscribed 
for. 


Capital stock 
and shares. 


Board of 
directors. 



G 


STATE OF MICHIGAN. 


Articles of 
association 
to be fiied 
and recorded. 


Irregularities 
as to articles 
of associa¬ 
tion. 


Articles filed, 
etc., prima 
facie evi¬ 
dence of or¬ 
ganization. 


§ 8971. Sec. 5. Before any corporation organized, under 
this act shall commence business, the articles of association 
shall be executed and acknowledged in duplicate, and one of 
said articles shall be liled and recorded in the office of the 
secretary of state, and the other shall be filed and recorded 
in the office of the count}" clerk where the business office of 
the corporation within this state is iQcated, but if such busi¬ 
ness office is located outside of the state, then in the county 
in this state where the office for the transaction of business 
is located. Such articles shall be recorded at the exjiense of 
the corporation filing them, in books prepared for that pur¬ 
pose. 

As to contracts made prior to filing articles of association, see Ruttle v. 
What Cheer Coal Mining Co., 153 / 300. 


§ 8972. Sec. G. Neither the orgaiiizatiou of any cor¬ 
poration formed under the general mining and manufac¬ 
turing laws of this state, or which may hereafter be organ¬ 
ized under this act, nor any corporate act, shall be deemed 
invalid by reason of any omission in its articles of associa¬ 
tion, irregularity in filing them, or insufficiency of notice of 
meeting, unless such omission, irregularity, or insufficient 
notice shall have been fraudulently intended; and the stock¬ 
holders may at any meeting regularly called, b.v a vote of a 
majority of the stock, supply the omission in its articles, 
direct them to be properly filed, or ratify and coiifirni the 
action taken at a meeting insufficiently noticed, and upon this 
being done all the acts and proceedings of said corporation 
shall have the same force and effect as though said omission, 
irregularity, or insufficieucw of notice had not existed. 

§ 8973. Sec. 7. The articles of association so filed, the 
record thereof, or coi)ies of such articles certified by the sec¬ 
retary of state or county clerk, shall be prima facie evidence 
in all courts and proceedings of the organization of such 
corporation. 

When a valid corporate organization is proved, its continuance 'will be 
l)resnined nntil the contrary is shown.—Atty. Gen. v. ]Mich. St. Bank, 2 
i)oug.. 35b. 

The existence of a corporation or the regularity of its oi*ganization cannot 
he questioned in a collateral proceeding: hut only by the state in a. suit in¬ 
stituted for that purpose.—Cahill v. K. M. Ins. Co.. 2 Doug., 124 ; Swarthwout 
V. Mich. A. L. K. R. Co.. 24 / 380 ; .Thons People, 25 / 409 ; Whipple v. 
I’arker. 20 /379. 

But when the time limited for the existence of a corporation has expired, 
any further right to exercise corporate powers may he questioned collaterally. 
And so where the right to exercise any special privilege for a specified time, 
has ended.—Grand Rapids Bridge Co. v. Prange, 35 / 400. 

The state may he precluded, by delay and acqiiiescence’, from denying cor¬ 
porate existence, or insisting on forfeitures.—People v. Oakland Co. Bank. 
1 Doug., 282 ; People v. Maynard, 15 / 463. But it will not be estopped 
from questioning the incorporation of a company because a municipality has 
recognized it as a corporation.—Atty. Gen. v. Ilanchett, 42 /436. 

Where the law i*equires articles of association to be acknowledged and filed 
in the office of the secretary of state, as a condition precedent to the exercise 
of corporate functions, unacknowledged articles are not evidence of incorpora¬ 
tion.—Doyle V. Mizner, 42 /332. I‘roof of articles by copy certified by the 
secretary of state must be by a complete copy.—Id. 

The certificate of the secretary of state to a legal conclusion is of no 
validity as evidence. A mere certificate that a paper i-equired to be acknowl- 
edg('d. is accompanied by an acknowledgment in the usual form, is of no 
effect.—Id. 




MINING CORPORATIONS. 


7 


§ 8974.^ Sec. 8. When any corporation shall be formed Caii of first 
under this act, the directors designated in the articles of SSkteders. 
association for the first year, or a majority of them, may call 
the^ lirst meeting of the stockholders. If no directors are 
designated in snch articles, then any two of those associated 
may call snch first meeting. The notice for snch first meet- Notice of first 
ing shall sjiecify the time and jilace for holding the same, 
and shall be published once in each week for three successive 
weeks immediately ])receding the time for holding snch meet¬ 
ing in some newspa])er jinblished in the comity where snch 
meeting is to be held, and mailed, with ])ostage paid, to the 
last known jtostofiice address of each stockholder; bnt if all 
the persons associating in the first instance sign a writing 
Avaiving snch notice, and it a])pear of record in the minntes 
of snch first meeting, then snch notice need not be given. 

§ 8975. Sec. 9. No meeting of the stockholders of any Meetings of 
corporation organized or existing nnder the provisions of noTiegKn- 
this act shall be legal or \mlid, or the proceedings thereof of pu^iSed^ 
any force or effect, unless the directors or other officers, or 
parties calling the same shall cause a notice of the time, 
place, and object of holding the same, to be published twm 
AA'eeks for any annnal meeting, and fonr w^eeks for any special 
meeting, previous thereto, in some iieAvspajier published in 
the comity in Avhich its business is carried on, or its mines 
or works are situated, if one be published therein; and if 
not, then in some ])a])er published nearest to snch mine, 

Avorks, or })lace of business; and shall also cause a copy of 
such notice to be mailed, postage ])aid, to each stockholder 
of record at.his usual iiostoliice address, as appears on the 
books of the cor]>oration, tAventy days liefore the time of 
snch meeting: lh*ovided. If the directors or officers calling Proviso, 
snch meeting shall cause a Avritten or printed notice thereof 
to be iiersonally seiwed on each stockholder of snch corpora¬ 
tion, at least tAA^enty days previous thereto, and file proof 
of snch service; or if all snch stockholders actually appear 
and consent to act at snch meeting AAdthont notice, and the 
fact thereof be entered n])on the record of snch meeting, the 
same shall be as valid as if notice AA^ere giA^en as hereinbefore 
provided. 

§ 897(). Sec. 10. Any ])erson desiring to perpetuate evi- How evidence 
deuce of the facts on Avhich the legality of any alienation, poration^pS- 
division, sale or mortgage of any of the real estate, mine peuiated. 
Avorks, or franchises, or any other corporate act of any such 
corporation depends, may procure: 

First, An affidavit of the person or persons wlio serA’ed the 
notices of the meeting at Avhich the same AAmsiauthorized, on 
the seA^eral stockhohlers, shoAving the time and manner of 
snch service; 

Second, An affidavit of ])nblication of the notice of snch 
meeting, if snch notice be published, to be made bj" the pub¬ 
lisher of the neAVS]>ai)er in Avhich the same Avas published, or 
by some one in his enpiloy having knoAvledge of the facts; 





8 


STATE OF MICHIGAN. 


Where evi¬ 
dence re¬ 
corded. 


Meetings of 
stockholders 
may be ad¬ 
journed. 


Meetings of 
stockholders 
to be pro¬ 
vided for in 
by-laws. 


Manner of 
voting. 

Powers of 
corporation. 


Tliird, A transcript of the record of the proceedings of 
such meeting, to be verified by the oa.th of the secretary, or 
other officer of snch corporation having custody of said 
record. 

8aid affidavit and verified transcript may be recorded in 
the office of the register of deeds of the projjer comity, in tlie 
book of miscellaneons records, and when so recorded the 
original affidavits and transcripts, the records thereof, or a 
certified copy thereof, shall be prima facie evidence of the 
facts therein contained. 

Though parol evidence is not admissible to contradict a record, it may be 
introduced to show facts omitted to be stated of record ; and the rights of 
creditors or third persons cannot be prejudiced by the neglect of the clerk to 
perform his duty in properly recording actual proceedings.—Taymouth v. 
Koehler, 35 /22. 


§ 8977.^ Sec. 11. Any meeting of stockholders called and 
notified as herein required may be adjourned to aiw time not 
exceeding sixty days thereafter, at the same place, without 
any further or other notice, by the vote of a majority of the 
capital stock represented and voting thereat. 

§ 8978. Sec. 12. All meetings of the stockholders or di¬ 
rectors not herein provided for shall be called in the man¬ 
ner provided in the by-laws of the corporation, and at any 
meeting of the stockholders, those holding a majority of the 
capital stock shall be capable of transacting the business of 
the meeting, except as herein otherwise provided ; and at all 
meetings of such stockholders, each share shall be entitled to 
one vote. Stockholders may appear and vote in person, or 
by proxy duly filed, or by their duly constituted attorneys. 

§ 8979. Sec. 18. All corporations organized ‘or existing 
under this act shall be capable of suing and being sued, im- 
])leading and being impleaded, in any court of competent 
jurisdiction in this state, may have a common seal and alter 
and change the same at ])leasure, and make, from time to 
time, at any meeting of the stockholders, such by-laws, not 
inconsistent with the constitution and laws of this state, as 
a majority of the capital stock shall direct; and snch by-laws, 
or any of them, may be altered, amended, or re])ealed by a 
like vote of the capital stock. 


The charter detines the grant of power to the corporation with its restric¬ 
tions and limitations : and unless some other statute enlarges or restricts 

these powers, it has no other or different rights.—^Bank of Michigan v Niles 

1 Doug., 401. 

Corporations possess only such properties and powers as are specificallv 
granted hy their charters, or as are incident to their existence, and neces- 
s;uT to carry into effect the powers expressly given.—Orr v. Lacey, 2 Doug., 

Whatever a company may do or authorize to he done, may he ratified and 
adopted as its act, when performed without its authority by its officers or 
agents.—McLaughlin v. D. & M. Ry. Co., 8/100. 

Suits to enforce corporate rights must he brought in the name of the cor¬ 
poration.-—LaGrange v. State Treasurer, 24 /468. It may sue in its own 

name on claims assigned to it.—Watertown Ins. Co. v. G. & B. S. M. Co. 41 
/131. Stockholders cannot sue in their own names to secure corporate 
rights, unless there is default and breach of duty, and a refusal by the cor¬ 
poration itself to sue.—LaGrange v. State Treasurer, 24 / 468 
Scripps, 31 /268. Provisions in an act for the organization of 
regulating the bringing of suits against them, when later than 


law of the state on that subject, 
Dewey v. Cent. Mfg. Co., 42 / 31)1). 


; Talbot v. 
corporations 
the general 


must be regarded as exceptions to it.— 





MINING CORPORATIONS. 


9 


to their powers, corporations may appoint servants and agents 
no.ii of. their business.—Town v. Bank of River Raisin, 2 

e vOCh appointments may be made and proved by parol. So, the 
iiiferred from the recognition and adoption 
/’ouQ therein by the _corporation.—Peninsula Bank v. 

ilannier, 14 / ^08 , Tayiiiouth v. Koehler, 35 / 22, Any limitations on the 
wPh^ ogemt of a corporation will not bind those dealing 

/ r^o ootice ot the restrictions.—Adams Mining Co. v. Senteit 

J „ I A, .Porson may be the general agent of two companies, and 

act toi both in their dealings with each other.—Id. But an agent cannot 

himself as an individual.—People v! 
C^ei j ssel, 11 / -^2 ; Flint & P. M. Ry. v. Dewey, 14 / 477. I’nless specially 

y. agent has no authority to make promissor'v 

^Q'/cm corporation.—N. Y. Iron Mine v. Bank of Negaunee, 

dy / b44. Ihe corporation, and not its managing agent, is liable for the 
trespasses committed by his subordinates, unless they were the servants of 

business in which the trespass was com¬ 
mitted.—Bath V. Caton, 37 / 199. 

Where a body professing to be a corporation has been dealt with expressly 
as such, those who have so dealt with it cannot question its corporate exist¬ 
ence tor the purpose of charging its members iudividuallv as if they were 
partners.—M. & M. Bank v. Stone. 38/779. 

An association or body, exercising corporate powers and having contracted 
as a corporation, will not be allowed to evade its obligations bv denying its 
corporate character.—Empire Mfg. Co. v. Stewart, 46 /482. But it seems 
that a corporation will not be estopped from denying its power to make a 
contract previously entered into by it.—Dermont v. Maj’or, 4 / 435. 445. A 
person associating with others in forming a pretended corporation and in 
claiming corporate existence for it, will be estopped from denying the validity 
of Its organization.—Swartwout v. Mich. A. L. R. R. Co., 24 / 389 : Monroe 
y. Port Wayne, I. & S. R. R. Co., 28/272; Jhons v. People, 25 / 499. But 
there will be no estoppel where such recognition has been fraudulently pro¬ 
cured.—Doyle V. Mizner, 42 / 332. 

Corporations are bound by the acts of their agents to the same extent, and 
under the same circumstances, as natural persons.—Delta Lumber Co. v. Wil¬ 
liams, 73 / 86. 

The grant of specific powers under restrictions, impliedly excludes all other 
powers in reference to the same subject matter not granted by the charter.— 
Bank of Mich. v. Niles, 1. Doug., 401. 

A corporation can make no contract forbidden by its charter, or which is 
not necessary either directly or indirectly for the accomplishment of the pur¬ 
pose for which it was formed.—Dermot v. Mayor, 4/435, 445. Contracts 
in violation of the charter are void.—Id.; Smith v. Barstow, 2 Doug., 155. 


8980. Sec. 14. The stock, property, and affairs of all Board of di¬ 


rectors to 


corporations existing hereunder sliall be managed and con- manage 
trolled by the board of directors, except as in this act other- affairs, 
wise provided. The directors shall hold their offices for one Term of office 
year, and until their successors are duly chosen, and at least 
one of said directors shall be a resident of this state. 


The majority of the directors, when assembled in legal meeting, constitute 
the board.—Cahill v. K. M. Ins. Co., 2 Doug., 124. A person named as di¬ 
rector in the articles of association, and who has acted as such, cannot be 
removed by parol. Proceedings by the board without notice, to declare the 
office vacant, are invalid.—Copland v. Minong Mining Co., 33/2. Agree¬ 
ments made by the stockholders severally, on behalf of the corporation, will 
not bind it.—Finley S. & L. Co. v. Kurtz, 34 / 89. Individual directors can¬ 
not bind the company' by contracts.—Lockwood v. Thunder Bay, etc., Co., 
42/536. 

Corporate management is, in general, confided to the directors. But stock¬ 
holders may act in directing investigations of the management and superin¬ 
tendence of the directors.—Star Line v. Van Vliet, 43 / 364. The directors, 
or other board of management having general authority to manage the com¬ 
pany concerns, are vested with the only discretionary powers that can exist 
in any one to carry on corporate business; and such management cannot be 
assumed by a court of chancery, or vested in a receiver, and cannot be taken 
from the board except under proceedings to wind up the affairs of the cor¬ 
poration under the statute.—INtrt Huron & G. Ry. Co. v. Judge of St. Clair, 
31 / 456 : LaGrange v. State Treasurer, 24 / 468, 471. 

The directors of a corporation are required to act in the utmost good faith, 
and in accepting the office they impliedly undertake to give the enterprise 
the benefit of their best care and judgment, and exercise the powers con¬ 
ferred solely in the interest of the corporation.—Ten Eyck v. Railroad Co., 
74/227. 

Courts of equity will not interfere in the management by the directors of 
the affairs of a corporation unless it is clearly made to appear that they are 
guilty of fraud or misappropriation of the corporate funds, or refuse to de¬ 
clare a dividend when the corporation has a surplus of net profits which it 
can, without detriment to its business, divide among its stockholders, and 
when a reDisal to do so would amount to such an abuse of discretion as 
would constitute a fraud, or breach of that good faith which they are bound 
to exercise towards the stockholders.—Hunter v, Roberts, Thorp & Co., 83 / 63. 






10 


STATE OF MICHIGAN. 


The acts of a corooration may be proved by its records. Such records are 
the best evidence, etc.—Koehler v. Mechanics’ Aid Soc., 22 / 86. But the 
discussions of the directors upon the subject of a resolution prior to its adop¬ 
tion are not provable as the expressions of the corporate body.—Kalamazoo, 
etc., Co. V. Macalister, 40 / 84. Nor as evidence of their final action upon 
it.—Peek v. Detroit Novelty Works, 29 / 313. Nor are the statements of 
individual directors made Avhen the board was not in session, and not accom¬ 
panying any official act, competent evidence of corporation action.—Id. 

The president and secretary are presumably authoidzed to make ordinary 
agreements on behalf of the corpoi-ation.—Fitch v. Constantine Hydraulic 
Co., 44/ 74. 


Officers se¬ 
lected by 
board. 


Vacancy in 
board. 


Quorum. 


§ 8981. Sec. 15. The board of directors of every such 
corporation shall choose one of their number president, and 
such other officers as their articles of association and by¬ 
laws may require, who shall hold their offices for one year, 
or until their successors are chosen and qualified. The di¬ 
rectors for the time being may fill any vacancy which may 
happen in their board by death, resignation, or otherwise; 
and a majority of the board of directors of every such cor¬ 
poration, convened according to the by-laws, shall constitute 
a quorum for the transaction of business. 

Failure to elect officers does not dissolve the corporation.—Cahill v. K. M. 
Ins. Co.. 2 Doug., 140. Old officers hold over until new ones are elected.— 
Id. Official character is not destroyed by mere lapse of time.—Kimball v. 
Goodburn, 32 / 10. The acts of officers de facto bind the corporation.—Jhons 
V. I’eople, 25 / 499. The person holding the office de facto is the only officer 
known to the law until he is ousted.—People v. Marion, 29 / 31. Except 
in proceedings to try title to office, the official character of persons acting 
as officers, may be proved by parol.—Scott v. Detroit Y. M. Soc., 1 Doug., 
119 ; Facey v. Fuller, 13 / 527 ; Druse v. Wheeler, 22 / 439. The official 
character and authority of persons acting as officers is not to be questioned 
collaterally.—Aud. Gen. v. Benoit, 20 / 176. Proceedings against officers, 
after the expiration of their terms, for money misappropriated or withheld, 
should be at law and not in chancery.—Bay City Bridge Co. v. Van Etten, 
36 / 210. 

Acceptance of office in an association does not estop one from denying its 
corporate existence in the absence of corporate acts on his part.—Fi’edenburg 
V. Lyon Lake M. E. Church, 37 /476. 

A resolution of appointment to office is not a contract until accepted ; but 
may be shown as tending to prove, the officer’s claim for salary, etc.—Kala¬ 
mazoo, etc., Co. V. Macalister, 40 / 84. 


Provision in 
case of failure 
in annual 
election. 


Board of di¬ 
rectors may 
be removed 
and vacancies 
filled. 


Books open 
for inspection 
of stockhold¬ 
ers. 

Statement of 
accounts. 


§ 8982. 8ec. 1(). If ail election of directors shall not be 
held at the annual meeting, such corporation shall not be 
dissolved, but the election may be held at any time there¬ 
after, by giving Hie same notice of the time and place of 
such election as is })rovided for calling annual meetings. The 
board of directors, or any of said board, may be removed at 
any meeting of the stockholders, called for that purpose, by 
a majority vote of the cajiital stock of the corporation, and 
the vacancy or vacancies so created may be filled by a like 
vote of the stockholders. 

§ 8982. 8>ec. 17. The books of every such corporation 

containing the accounts shall, at all reasonable times, be 
open for the inspection of any of the stockholders, and as 
often as once in each year a statement of the accounts of 
such coiqioration shall be made by order qf the board of di¬ 
rectors, and laid before the stockholders. 


A mandamus will lie to compel a corporation to allow members to examine 
its hooks and records, if they have interests at stake, which render the in¬ 
spection necessary.—l‘eo])le v. Walker, 9 / 328. 

In the absence of any statutory provision, a stockholder has a common 
law right in a proper case and for a proper purpose to inspect corporate 
records and documents.—Woodworth v. Old National Bank, 154/ 459. 



MINING CORPORATIONS. 


11 


§ 8984. Hec. 18. The board of directors may call in the sub- Board may 
scriptions to the capital stock of any corporation existing here- SrlpOon'^to 
under, by installments, in such portions and at such times capital stock, 
as said board of directors shall think proper. Notice of such 
calls shall be given in the manner prescribed in the by-laws, 
or in the absence of any jirovision therein by the board of di¬ 
rectors. The board of directors may specify when such calls 
shall be due and payable. In case any stockholder fails to Refusal 
pay any such call or assessment made on his stock, for the 
space of s'ixty days after the same is due and payable, and 
after he has been notified in the manner prescribed in the by¬ 
laws, or by the board of directors, the same shall bear interest 
at the legal rate from the time it was due and payable.- In 
case any stockholder shall neglect or refuse payment of such 
installment for said siiace of sixty days, the shares of stock of 
such delinquent stockholder, or so iiincli thereof as may be 
necessary^ to pay such installments so due, and the interest 
thereon, and the expense of sale, may be sold by order of the 
directors at public auction, to the highest bidder at the busi¬ 
ness office, or the office for the transaction of business Avithin 
the state, of such corporation, or at its business office without 
the limits of the state as may be ordered by the board of di¬ 
rectors. Notice of the time and place of such sale, and of the Notice of sale, 
shares of stock to be sold, shall be given by publication, once 
in each week, for four weeks next preceding such sale, in 
some newspaper ])ublished in the county, Avithin or without 
this state, Avhere such sale is to be made, and if Avithout the 
state then also in like manner in the county within the state 
Avhere the office, for the transaction of business Avithin the 
state, of such corporation is located. In case no newspaper 
be published in such or either of such counties, snch publica¬ 
tion may be made in some neAvsjiaper published in an adjoining 
county. The coiqioration may be a ])urchaser at any such sale. 

The proceeds thereof shall be applied to the payment of the 
expenses of sale and of the installment or installments due 
upon the stock so sold and the interest thereon, the residue, 
if any, to be refunded to the delinquent stockholder. lii case 
the proceeds of said sale shall be insufficient to pay such ex¬ 
penses, installments and interest, the corporation may recoA^er 
the balance from such delinquent stockholder. Upon snch sale, stock when 
the stock of the delinquent stockholder shall be canceled and ® 
transferred to the purchaser or ])urchasers -upon the books of 
the corporation, and iicaa^ certificates may be issued to the 
purchaser or purchasers, Avho shall become entitled npon the 
sale to all the rights of stockholders to the extent of the shares 
purchased. A delinquent stockholder may pay to the corpora¬ 
tion the amount due upon his stock, AAuth the interest there¬ 
on and ex])enses incurred thereon, at any time before the sale 
thereof, and in case of such payment no sale of such stock 
shall be made. The ])rovisions of this section shall apply to 
installments heretofore as Avell as those hereafter called. 


Am. 1917, Act 71. 





12 


STATE OF MICHIGAN. 


Equity will compel the collection of unpaid subscriptions to stock as a fund 
for the benefit of creditoi's.—Pettibone v. McGraAV, 6 / 441. 

When articles of association prescribe conditions upon which stock assess¬ 
ments are to be made, they must be strictly complied with.—Westcott v. 
Minnesota Mining Co., 23 / 14.0. 

Subscribing for stock imports a promise to pay therefor.—Carson v. Arctic 
Mining Co., 5 / 288. And an assignee of shares assumes the like undertaking 
to pay the corporation any balance due to it for the stock.—Merrimac Mining 
Co. V. Bagley, 14 / .'iOl. 

It must be considered as well settled that corporators cannot agree among 
themselves that property worth only $80,000 shall be treated as worth 
$422,000, and count, at that sum, as so much capital stock paid in, and then 
proceed to make their shares as fully paid up and non-assessable upon such 
false basis, as such action woTild be clearly a fraud upon the creditors. But 
it is equally well settled that such corporators are not responsible for an 
honest error of judgment, or a mistake in placing a valuation iipon property 
appropriated or used as capital by a manufacturing or mining company.— 
Young V. Erie Iron Co., 65 / 111. 

Such finding will be presumptive evidence of fraud ; but if it be shown that 
those forming the company honestly believed it to be worth the amount 
specified in the articles, and that their mistake was one of judgment only, 
their action cannot be considered fraudulent either in fact or in law.—Id. 

Although it is a well established doctrine, founded upon just principles, 
that the capital stock of a corporation, and especially its unpaid capital in 
the hands of subscribers or purchasers from the corporation, is a trust fund 
for the satisfaction of the debts of an insolvent corporation, yet it is equally 
well settled that persons dealing Avith corporations may consent to e.xisting 
arrangements, and by contracting Avith them, with notice or knowledge of 
arrangements Avhich limit the liability of the subscribers to pay the full 
amount of the capital stock, may expressly or impliedly Avaive the right to 
compel the stockholders to contribute the full amount of their subscriptions 
in discharge of corporate obligations.—Id. 


Stock to be 
deemed per¬ 
sonal prop¬ 
erty. 


Corporation 
to have lien 
upon stock 
for debts 
due from 
members. 


Capital 

stock, 

shares, 

increase, 

diminution. 


Stockholders, 
power of. 


Sale, etc. 


§ 81)85. 8ec. 11). The stock of every such corporation 
sliall be deemed personal property, and shall be transferred 
only on the books of the company in such form as the by-laws 
direct or as the directors shall prescribe; and such corpora¬ 
tion shall at all times have a lien upon the stock of its mem¬ 
bers for all the debts due from them to such corporation, 
which may, after judgment pbtained thereon, be enforced by 
advertisement and sale in the manner herein provided for 
selling delinquent stock; and all purchasers at such sale shall 
be entitled to the rights of stockholders. 

§ 81)80. Bec. 20. Subject to the limitations of section 
four of this act, the capital stock and nnmber of shares may 
be increased, or diminished, at any annual meeting or at any 
sjiecial meeting called for that purpose, notice of such pnr- 
])Ose to be given Avith the notice of such annual or sjiecial 
meeting by a vote of two-thirds of the capital stock of the 
corporation, and at such meeting the stockholders shall have 
liower to make all necessary provisions for calling in and 
cancelling the old and issuing new certificates of stock. In 
voting n])on any increase of capital stock the stockholders 
shall have ])OAver by the same statutory majority, to fix the 
value and the price \)ev share, which shall not be less than 
])ar, at which the increase of the capital may be subscribed 
and i)aid for by the stockholders, as well as the time and 
manner of the subscription and payment, and by the same 
vote to authorize the directors of the corporation to sell at 
not less than the price so fixed, any part of such increase not 
subscribed by the stockholders, after they have had a reason¬ 
able opportunity to make subscription of their proportionate 
shares thereof. 



MINING CORPORATIONS. 


13 


§ 81)87. Sec. 21. It shall be lawful for any company Companies 
oro-aiiized or existing, or which may hereafter be organized STn^anS, 
under this act, to subscribe for or purchase stock in any com- 
pany formed to construct canals or harbors and to improve cornpaSs, 
the same, or in any pbuik road or railroad, when such im- 
provement or road is constructed for the purpose of facili¬ 
tating transi)ortation to or from its mines, furnaces, or 
smelting works, or in any cor])oration, foreign or domestic, 
formed for the purpose of manufacturing, creating, or gen¬ 
erating any kind of ])Ower or light to be used as a mechanical 
agency when such power or light is to be used wholly or. in 
part in facilitating the operations of such mines, furnaces or 
smelting works for the transaction of its business. It shall May purchase 
also be lawful for any company organized or existing here ■ and operate 
under to purchase or construct and operate boats or vessels 
for the purpose of facilitating transportation of its product 
or the carrying of general freights, and it may charter such 
boats or vessels to other parties for such purposes. It shall 
also be lawful for any company organized or existing here¬ 
under to subscribe for, purchase, acquire, own and dispose 
of stock in any company organized under this act or under 
any other laws, foreign or domestic, for the purpose of min¬ 
ing, refining, smelting or manufacturing any or all kinds of 
ores, minerals or metals. 

§ 81)88. Sec. 22. It shall be lawful for any corporation where busi- 
organized or existing under this act to conduct its mining, 
smelting, or manufacturing business, in whole or in jiart, at ducted" 
any place or places within the United States, in the terri¬ 
tories thereof or in any foreign country, and an}" such cor- 
])oration shall be subject to the laws of this state in regard 
to corporations, so far as the same shall be applicable to cor¬ 
porations formed under this act. Any such corporation, coii ’ 

ducting its mining, smelting, or manufacturing business companies 
wholly at any place outside of this state, may if authorized 
by a vote of its board of directors, subscribe for, ])urchase, 
own, and be interested in stock in any other company formed 
for mining, smelting, or manufacturing any such ores or 
minerals, wholly at any ])lace other than in the state of 
Michigan. 

Sec. 23 superseded by Act 200, P. A. 1901. 

§ 81)1)0. Sec. 21. Xo alienation, division, sale, or mort-Avoteof 
gage of any, or any part of the mine works, real estate, or interest nec- 
franchise of any cor])oration mentioned in the first section to pass 

of this act, shall have any force or effect, or pass any title 
thereto, or interest therein, unless ex])ressly authorized by the 
vote of three-fifths of the capital stock of said company at 
some meeting of stockholders called, and notified in accord¬ 
ance Avith the ])rovisious of section nine of this act: Pro- proviso as to 
vided. That the ])rovisions of this section shall not apply to JfnUed'for' 
city or village lots, nor to land not required for mining pur- mining pur¬ 
poses from which the timber has been removed, nor to rights 





14 


STATE OF MICHIGAN. 


How corpora¬ 
tions may 
consolidate. 


Terms of con¬ 
solidation. 


Capital stock 
and number 
of shares. 


Certificates to 
be filed as pro¬ 
vided in sec¬ 
tion five of 
this act. 


Proviso, 
limit of cap¬ 
ital stock. 


Powers, 
rights, etc., of 
consolidated 
corporations. 


of way and depot j»T*ounds for railroads, and rights of way 
for highways, wliich may be conve^^ed when authorized by 
a vote of a majority of the directors. 

Except as prohibited by statute, a corporation may mortgage its property, 
rights and franchises, the same as an individual may mortgage, etc. But the 
power to mortgage such franchises as are essentially corporate, such as the 
franchise of being a corporation, or of exercising the right of eminent domain, 
requires special authority.—Joy v. J. & M. P. R. R. Co., 11 / 155. The fore¬ 
closure purchaser of the property, rights and franchises of a corporation 
may exercise and enjoy them the same as the corporation could, but subject 
to the same restrictions and conditions.—Detroit v. Mutual Gas Light Co., 
43 / 594. A mortgage authorized by a majority of the directors when the 
others Avere not legally notified is inAmlid.—Doyle v. Mizner, 42 / 332. A 
mortgage executed by the president and secretarj' Avithout any formal action 
by the company authorizing it. but agreed on by the directors and stockhold¬ 
ers Avhen assembled, held good.—Eureka Iron Works v. Bresnahan, 00 / 332. 

§ 8991. Sec. 25. Any two or more corporations organ¬ 
ized under this act may, by a vote of three-fifths of the cap¬ 
ital stock of each of said corporations, at any meeting of 
stockholders duly called to consider the question of consoli¬ 
dation, notice of such meeting by mail, postage paid, sent to 
each stockholder at least sixty days ])revions to said meeting, 
may agree to unite and consolidate the said corporations. At 
such meeting the terms u])on which the consolidation shall 
be effected, the valuation of the several pro])erties, and the 
number of shares of stock in the consolidated corporation to 
which the stockholders-in each of the corporations may be 
entitled, shall be determined. The capital stock and the num¬ 
ber of shares in the consolidated corporation may be the 
same, but no greater tlian the aggregate capital stock and 
number of shares of the several corporations before such 
consolidation, but in no case shall a greater amount of cap¬ 
ital be called in by the consolidated corporation under this 
act than that remaining unpaid on the stock of the several 
corporations at the time of such consolidation. The several 
corporations forming such consolidated cor])oration, before 
the said consolidation shall be com])leted, shall file in the 
offices designated in section five of this act a certificate 
signed by the president and secretary of each of said corpo¬ 
rations and verified under oath, showing the amount of cai)i- 
tal stock actually ])aid in, the amount expended for the luir- 
chase of lands, and for im])rovements made upon said lands 
by each of said corporations; the consolidated corporation 
shall also file its articles of association as ])rovided in said 
section five, which shall be signed and acknowledged in the 
manner ])i‘ovided in section two of this act, by the presidents 
and secretaries of the several corporations so consolidating: 
Provided, That the capital stock of every consolidated corpo¬ 
ration shall be subject to the limitations of section four of 
this act. 

§ 8992. Sec. 29. The consolidated corporation so formed 
shall hold and enjoy all the ])owers, privileges, rights, fran¬ 
chises, properties, claims, demands, and estates, which at the 
time of such union may be held and enjoyed by either of the 
said existing cor])orations, and be subject to all the dues, de¬ 
mands, contracts, and liabilities existing against either of 





MINING CORPORATIONS. 


15 


the same; and all suits at law or in equity, and all proceed¬ 
ings which may be pending, to which either cori)oration shall 
be a party, may be prosecuted and defended by the consoli¬ 
dated corporation in the same name, in like manner, and with 
the same effect as might have been done had such union not 
have been formed. All claims, contracts, rights, and causes 
of, action of or against either corporation, at law or in equity, 
may be enforced by suit or action, to be commenced and 
prosecuted by or against the corporation formed as afore¬ 
said. And the said existing corporations shall continue cor¬ 
porations for the purpose of jmosecuting and defending any 
suits or proceedings pending at the time of such consolida¬ 
tion. 

§ 8993. Sec. 27. The officers of the existing corporations officers of ex- 
shall continue to exercise, in behalf of the corporations so to Stions 
be formed, all their rights and powers, until the consolidated continue, 
corporation shall be organized; and thereafter each of the 
said existing corporations shall continue, for the purpose of 
perfecting the said union, and of doing all such acts and 
things, as may be necessary therefor; and shall execute all 
such transfers, conveyances and assignments, as the coiq^o- 
ration formed as aforesaid may deem necessary or expedient 
to vest in itself any property, estates, contracts, rights, or 
claims which do not vest in it by virtue or authority of this 
act. 

§ 8994. Sec. 28. Any corporation consolidated under this Provision for 
act shall have power to call in and cancel the certificates of an% is- 

stock of the several corporations so consolidating, and to new 

make and issue to its stockholders new certificates of stock 
in the consolidated corporation, in such proportions to each 
as each shall be entitled to, according to the terms of con¬ 
solidation as agreed upon, and to cancel the stock of any 
stockholder who shall not return his stock to be canceled as 
aforesaid, within thirty days after actual notice of the resolu¬ 
tion of the corporation for calling in such stock, or who 
shall not return his stock after publication of notice of said 
resolution once in each week for four successive weeks in 
some daily paper published in the city of Detroit, also in 
some paper published in the ui)per peninsula, also in a paper 
published in the place where the principal business office of 
the company is located, if any paper is published at such 
place. 

§ 8995. Sec. 29. It shall be lawful for any company or- How articles 
ganized or existing under this act, upon a vote of two-thirds 
of its capital stock, at any meeting thereof duly called, to alter amended, 
and amend its articles of association in such manner not in¬ 
consistent with the provisions of this act, as it may deter¬ 
mine; and upon such vote, said company may make articles 
amendatory of their original articles, which shall be signed 
and certified by the president and secretary of said company, 
and filed and recorded in the manner provided for the filing 
and recording of the oiiginal articles of such associations; 




16 


STATE OF MICHIGAN. 


May have 
business oflRce 
out of this 
state. 


Must have 
business 
office within 
this state. 


Quantity of 
land to be 
held. 


Annual re¬ 
port, what to 
contain. 


find when so executed and hied, sncli amendatory articles 
shall have the same force and effect as though such altera¬ 
tions or amendments had been included in and made a part 
of the original articles of association, and they may be proved 
by certihed copies thereof, in the manner provided for the 
jiroof of the original articles of such association. 

§ 8090. Sec. 30. It shall be lawful for’any company asso¬ 
ciating under this act to provide in the articles of associa¬ 
tion, for having the business office of such company out of 
this state, and to hold any meeting of the stockholders or 
board of directors of such company, at such office so provided 
for ; but every such company having its business office out of 
this state, shall have an office for the transaction of business 
within this state, to be also designated in such articles of 
association. 

§ 8997. Sec. 31. Eveiy corporation organized or existing 
under this act shall have power to purchase, hold and convey 
all such real estate as the purposes of the corporation shall 
require. 

The power to take, hold, and convey real and personal estate is incident to 
every corporation, unless expressly prohibited, or the power he clearly re¬ 
pugnant to the purposes of its creation.-—Regents, etc., v. Detroit Y. M. Soc., 
12 /1.38, 160. Except as restricted hy statute, a corporation has the same 
power as an individual to sell and convey its corporate property, rights and 
franchises.—Detroit v. Mutual Gas Light Co., 43 / ,594. The mere right of 
a corporation to purchase and sell property is not strictly a franchise, but is 
a right held in common with individuals, Avithout grant.—Thompson v. Wat¬ 
ers. 25 /214, 224. 

A common law incident to every corporation, without special mention in 
its charter, is the power, unless restrained, to take, hold and convey lands. 
—Bank of Michigan v. Niles, 1 Doug., 401 ; Town v. Bank of River Raisin, 
2 Doug., 548. And if there is any legal purpose for which lands conveyed to 
a corporation can be held by it, the presumption Avill be that the conveyance 
Avas for that purpose.—Thompson v. Waters, 25 / 227, 231. 

But Avhen a corporation is especially authorized to hold lands for certain 
purposes, or to a specified amount or A-alue, or such as are acquired in a 
particular manner, it can hold only in accordance Avith such provisions.—Bank 
of Mich. A\ Niles, 1 Doug., 401. 

The rights of a corporation to its property are not affected by any change 
in its organization Avhich does not destroy its corporate character and iden¬ 
tity.—Board of Health, etc., a'. East SaginaAV, 45 / 261. 

The poAver to acquire and hold real estate is not alloAved to prix’ate cor¬ 
porations except under prescribed conditions. — Chapman A^ Colby, 47 / 51. 


§ 8998. Sec. 32. Every corporation subject to the pro¬ 
visions of this act, including every foreign corporation ad¬ 
mitted to carry on business under the provisions of this act, 
shall annually, between the first day of January and the first 
day of Marcli, make and file with the secretary of state dupli¬ 
cate reports showing the condition of such corporations on the 
thirty-first day of December next preceding. Said reports to 
be made on suitable blanks furnished by the secretary of state, 
as hereinafter provided. Such reports shall state: 

First, The amount each of common and preferred capital 
stock authorized; 

Second, The amount of anthorized capital stock subscribed 
for ; the amount thereof paid in in cash and the amount there¬ 
of paid in in property; 

Third, The par value and market value, or if there be no 
market value the actual value, of the shares of stock at the 
date of such report; 


t 



MINING CORPORATIONS. 


17 


^ Fourth, The value of the real estate owned by the cor})ora- 
tion and used in its business; value of real estate not used 
in its business; 

Fifth, The number of ^ross tons of ore, coal or other min¬ 
erals in stockpiles, smelters or on docks and the value there- 

Sixth, The estimated tonnage of ore, coal or other minerals 
in mine or ])ro]>erty and the value thereof; 

Seventh, Value of structures and e(pii])ment, including ma- 
chineiw, supplies and other chattels; 

Eighth, Value of all credits owing to the corporation; 

Ninth, The amount of debts of the corporation; 

Tenth, The aggregate value as near as may be estimated of 
all the i)roperty, tangible and intangible, owned by the corpo¬ 
ration ; 

Eleventh, The number of gross tons of ore, coal or other 
minerals mined during-the year and the value thereof; 

Twelfth, The aggregate gross receii)ts for the year from' 
whatever source derived; 

Thirteenth, The name and postoffice address of eacli stock¬ 
holder of record and the number of shares of preferred and 
common stock held by him at the date of such report, ami 
when stock is held in trust or in some representative capacity 
it shall be so stated; 

Fourteenth, Such other information as the secretary of 
state may require. 

The object in filing articles of association and annual report is to make a 
public record of the condition and assets of the corporation for the benefit 
of those dealing Avith it. One of these assets is the unpaid capital stock. 
Avhich may be called in by the courts A\dien the directors fail to do so.—Uyna- 
mite Co. a". AndrcAA^s, 97 /471. 

I’ersons dealing AA'ith manufacturing corporations upon the strength of the 
reports AA’hich they are i-eiiuired to file AAUth the secretary of state and county 
clerk, a knoAAdedge of AA’hich is acquired through the usual channels, have the 
right to rely upon the fairness and honesty of the statements therein made.— 
Henry Silberniau and DaA’id Silberman v. Thomas Munroe, 104 / 352. 

The report required by Sec. 12, and neglect to furnish Avhich renders the 
directors of the corporation liable in certain cases to a penalty and to the 
creditors of the corporation, AV’as A’ery clearly intended as a means of fur¬ 
nishing information to those dealing Avith the corporation.—Id. 

§ 8999. kSec. dd. The duplicate report herein ])rovi(led Kshall 
be signed by a majority of the board of directors and verified 
by the oath of the president or secretary of the coiqioratioii. 
If sworn to outside the limits of the state it shall be before a 
commissioner for Michigan, a notary ])ublic having a seal, or 
any other jiersou authorized to take ackiiowledgmeuts of 
deeds. Such duplicate reports shall be filed on or before 
the first day of March annually, one copy with the secretary 
of state of this state, and the other with the clerk of the 
county in this state where the mine or smelting or maiiiifac- 
turiug works of the corporation are princiiially or wholly 
situated. If any person signing such diqilicate report shall, 
as to any material facts therein stated, wilfully swear falsely, 
lie shall be deemed guilty of perjury. Blank reports shall be 
jirepared by the secretary of state and furnished to any cor¬ 
poration oil apiilicatiou therefor. 


Duplicate 

report. 


Perjury. 




18 


STATE OF MICHIGAN. 


Per diem 
penalty for 
default. 


§ 9000. Sec. 94. If said officers, or either of them, ineii- 
tioTied in the j)recedin<>- section, wilfully and intentionally 
neglect to make and file the report required in said preceding 
section, and shall continue in default for teu daj^s after the 
time prescribed for filing such reports, they shall be deemed 
guilty of a misdemeanor. 

A presumption arises that the failure to file the report was intentional, 
and therefore wilful.—Gennert v. Ives, 102 / 547. 


§ 9001. Sec. 35. The stockholders of all corporations ex¬ 
isting hereunder shall be individually liable for all labor 
performed for such corjioratiou, which said liability may be 
enforced by action in assumpsit commenced within two years 
from the time Avhen payment for such labor became due, and 
not afterwards. Every action against any stockholder for 
labor heretofore performed for any such corporation shall be 
brought within two years after this act takes effect, and not 
afterwards, but this shall not be construed as reviving any- 
cause of action already" barred by any statute of limitations, 
nor shall it include any cause of action, the right to sue for 
which will expire iu less than two j^ears after this act takes 
effect, by virtue of some existing statute of limitation. Suit 
be exhausted lOF siicli labor mav be commenced against any or all the 
pripS-ty'^of^^ stockholders and the corporation jointly ; but no levy shall 
stockholders, be made upon the property of stockholders under an execu¬ 
tion issued upon such judgment until the property of the 
corporation shall hate been exhausted, and the clerk of the 
court issuing such execution shall endorse thereon a direction 
to the officer to that effect. Suit may be commenced against 
the corporation alone at any time within six years from the 
time the cause of action accrues, as in other personal actions. 

The stockholders of all corporations and joint stock associations shall be 
individually liable for all labor performed for such corporation or associa¬ 
tion. Const., Art. XII., Sec. 4. The individual liability of stockholders 
under the constitution, for labor debts, is a liability beyond that of members 
of the corporations.—Milroy v. Spur M. I. M. Co., 43 / 231 ; and is col¬ 
lateral to that of the corporation.—Hanson v, Donkersly, 37 / 184. 

The benefit of the provision is confined to laborers.—Peck v. Miller, 39 / 594. 
The stockholder’s obligation for labor is not created by personal obligation, 
but by law.—Pettibone v. McGraAV, 6 / 441, 

Under somewhat similar provisions for the protection of laborers, it has 
been held that contractors and subcontractors are not laborers, etc., within 
the meaning of the statute.—Chicago & N. E. R. R. Co. v. Sturgis, 44 / 538. 
Rut the work done by a man’s team may be regarded as labor performed 
by him.—Id. This section does not make stoekholders primarily liable for the 
labor debts of the corporation. The stockholders stand in the position of 
sureties for the debt; their liability is only collateral to that of the company. 
Hence, if the creditor accepts the company’s note for the demand and ex¬ 
tends the time of payment, the stockholders are released.—Hanson v. Uonk- 
ersly, 37 / 184. 

Individual stockholders cannot be made joint defendants with their cor¬ 
poration in an action upon a labor debt brought by an assignee thereof, 
though they may be in an action brought by the original creditor.—Connors 
V. Carp River Iron Co., 54 / 168. The liability of a stockholder for a coi*- 
poration debt is discharged by the creditors extending the time and accepting 
the note of the corporation.—Hanson v. Donkersly, 37 / 185. 

How, Stat., Sec. 41Clc®, (C. L. 1915, § 9037), making the stockholders of a 
manufacturing corporation individually liable for all labor perfoi’ined therefor, 
and providing that such liability may be enforced against “any stockholder” 
upon the return of an execution against the corporation unsatisfied, applies 
only to those who were stockholders in the corporation at the time the labor 
was performed.—Kamp v. Wintermute, 107 / 635. 


Stockholders 
individually 
liable for 
labor per¬ 
formed for 
corporation. 


Property of 


I 








MINING CORPORATIONS. 


19 


§ 9002. Sec. 36. If any stockholder shall be compelled stockholder 
by any action to pay the debts of the corporation, or any 
part thereof, he shall have the right to call upon all the 
stockholders to contribute their part of the sum so paid by stoSchoiders. 
him as aforesaid, and may sue them at law or in equity, 
jointly or severally, or any number of them, and recover in 
such action or suit the ratable amount due from the stock¬ 
holder or stockholders so sued. 

§ 12340. Section 1. Actions shall be commenced and tried where to be 
in the proper county as follows : commenced. 

1. Actions for the recovery of any real estate, or the Real estate, 
possession thereof; for trespass on lands; and for injuries to 

real estate and actions of replevin shall be commenced and 
tried in the county where the subject of the action shall be 
situated; 

2. All actions founded upon wrongs, and contracts, ex- wrongs, 
cept as herein otherwis'e provided, shall be commenced and 
tried in the county where one of the parties shall reside at the 
time of commencing such action; 

3. Suits may be commenced against any street railway or Railways, etc. 
railroad company in any county where the principal oflSce of 

such company within the state may be situated, or in any 
county traversed by a line of railroad, owned or operated by 
such company, or in any county in which such comipany shall 
be the owner or lessee of a right of way for a line of road: 

Provided, That if such line of road traverses the county of the Proviso, raii- 
plaintifPs residence, suit shall be brought in such county; iff¥^county.^^' 

4. Suits may be commenced against foreign and domestic insurance 
insurance companies, fraternal co-operative and mutual bene- companies, 
tit associations, having for their object insurance against fire, 
death, sickness, accident, or any form or risk whatever; and 
against foreign and domestic surety and bonding companies, 

in the circuit court of any county in this state, in which 
the plaintiff resides, and in which such company is author¬ 
ized to issue policies, or take risks. 

5. In cases where the plaintiff is a resident of the state Corporations, 
of Michigan, suits may be commenced in any county where 

the plaintiff resides, against any corporation not organized 
under the laws of this state; and where the plaintiff is a 
non-resident of the state of Michigan, where the cause of 
action accrued within the state of Michigan, such plaintiff 
may bring action in the county where the cause of action 
accrued; 

6. Suits may be commenced against any corporation do- 

ing a telegraph, telephone or an express business, in this state, an?Spress 
in any county within which any such company maintains companies, 
an office, or exchange, for the transaction of business; 

7. Suits may be commenced against any person, firm or 
corporation, whether resident or non-resident, in the state commerce, etc. 
of Michigan, engaged in the business of maritime commerce, 

or navigation, within the state, in the courts of any county 


4 




20 


STATE OF MICHIGAN. 


Public 

officers. 


Penalties or 
forfeitures. 


Probate 

bonds. 


Attachments. 


Chancery 

suits. 


Proviso, 
trial in other 
county. 


Further 
proviso, 
certain acts 
not repealed. 


in this state, in w liicli the boats of such person, firm or cor¬ 
poration, call and do business; 

8. Suits against public officers, or against any person spe¬ 
cially appointed to execute orders of such officers, for any 
act done by tliein, by virtue of their offices respectively; and 
suits against other persons, who by the command of such offi¬ 
cers, or in their aid or assistance, do anything touching the 
duties of such office, sliall be commenced and tried in the 
county where the fact happened; 

9. Every action for any penalty or forfeiture shall be 
commenced and tried in the county where the act was done, 
or where the act omitted was required, in whole or in part 
to be done, upon which the penalty or forfeiture attached; 

10. All suits commenced in this state by order of a pro¬ 
bate court, upon any bond required by law to be filed with 
such court, shall be commenced and tried in the county where 
such bond is filed; 

11. Suits may be commenced by attachment in any county, 
as provided in the chapter hereinafter contained relating to 
attachment proceedings; 

12. Every suit in cliancery shall be commenced in the 
circuit court for the county in which the property in dispute 
is situated, if the subject matter is local, and if it is not 
local, in the county where one of the parties in interest re¬ 
sides, if either is a resident of the state; but if the subject 
matter is not local, and neither party resides in the state, 
the suit may be brought in any county; and where it is nec¬ 
essary to file an information or bill in chancery, either to 
compel the specific performance of contract, cancellation of 
patents from the state, quiet title, or otherwise to affect real 
estate and when such real estate may be situated in dif¬ 
ferent counties, it shall be competent to file such information 
or bill on the equity side of the circuit court of any one of 
said counties in which a part of said real estate may be 
situate; and such court shall have complete jurisdiction in 
the premises as fully and effectually as if the whole of such 
estate were situate in the county in which suit may be com¬ 
menced. And when it may be necessar3^ to file a bill or infor¬ 
mation or to commence any, proceedings in chancery on the 
party [part] of or in behalf of the state, the same may, at the 
election of the attorney general, be commenced in the circuit 
court for the county of Ingham on the equity side thereof, 
and said court shall have complete jurisdiction and full power 
and authority in the premises: Provided, That if the court 
shall deem it necessarv" for the convenience of parties and 
their witnesses, to order such issues to be tried in some other 
county, the same shall be tried in the county so designated: 
I^rovided further. That nothing in this section contained 
shall be construed to abrogate or repeal any provision of sec¬ 
tion seventeen of act number eighty-two of the Ihiblic Acts 
of eighteen hundred seventy-three, the same being section 
seven thousand two hundred eighty-two of the Compiled Laws 



MINING CORPORATIONS. 


21 


of eighteen linndred ninety-seven, relating to suits by receivers 
of inntual tire insurance companies for assessments levied by 
them, nor of section eleven of act two linndred fifty-five of the 
Public Acts of eighteen linndred ninety-nine, relating to the 
prevention of trusts, etc. 

§ 12432. Sec. 29. Process issued from any court of record service upon 
against a corporation, partnership association or nmn- etc. 
corporated voluntary association, may be served upon any 
officer, director, trustee or agent thereof, or by leaving same 
during regular office hours at the office of such corporation, 
partnership association or unincorporated voluntary associa¬ 
tion, with any person in charge thereof. Except as otherwise 
provided in this act, all general or special laws relating to the 
service of process upon corporations are hereby repealed. 

Where substituted service is relied on the statute must be strictly complied 
with.—Merrill v. Montgomery, 25 / 73. 

The treasurer of a corporation has no power as such to confess judgment 
for it.—Stevens v. Carp River I. Co., 57 /427. 

Since the passage of Act No. 242, Laws of 1887, service of process may be 
made upon the proper officers of a corporation in the county where the plain¬ 
tiff resides, although its business office is located in another county ; the legis¬ 
lature intending to place corporations upon the same footing as individuals as 
regards service of process against them.—Potter v. Hutchinson Mfg. Co., 

79/207. 

A court accpiires no jurisdiction where the summons is served on an agent 
of the corporation in charge of an office other than the business office desig¬ 
nated by the stockholders and certified to the secretary of state. A return 
which shows that the service was made on an agent, but does not state that 
he was the agent in charge of such office, does not confer jurisdiction on the 
justice.—Toledo Ice Co. v. Munger, 124 / 4. 

§ 9003. Sec. 38. The want of the corporate seal to any want of seal 
instrument in writing shall not invalidate such instrument Sate^inSru-* 
if in all other res]iects legally authorized by the corporation, 
and signed by the president and secretary, or other duly 
authorized officer or officers of the corporation. 

§ 9004. Sec. 39. The secretary of every corporation shall secretary to 
keep an accurate record of its stockholders, with the number of stoSffioki- 
of shares owned by each, which shall at all reasonable times 
be ojien for the inspection of any stockholder. If such officer 
refuse to exhibit such record, lie shall forfeit a penalty of 
fifty dollars for each offense. 

A mandamus will lie to compel a corporation to allow members to examine 
its books and records, if they have interests at stake, which render the in¬ 
spection necessary.—People v. Walker, 9 / 328. 

§ 9005. Sec. 40. An executor, administrator, guardian. Executors, 
or trustee may represent the shares of stock in his hands at tnfs\e?s?etc., 
all meetings of the corporation, and may, in his representa- 
tive capacity, vote as a stockholder, but shall not be person- hands, etc. 
ally liable as a stockholder by reason of acting in such repre¬ 
sentative capacity. 

§ 9000. Sec. 41. (l^ermits corporations organized under 
♦sj'ecial charter to dissolve and reorganize under this act.) 

§ 9007. Sec. 42. (Provides that corporations may be dis¬ 
solved after ceasing to be engaged in business for five years 
on petition of stockholders holding not less than one-third of 
the stock.) - 




22 


STATE OP MICHIGAN. 


Meetings and § 9008. Sec. 43. All meetings heretofore held or corpo- 

9 ute“i^ 5 - rate acts clone, without the limits of this state, by any cor- 
poration organized for the purposes contemplated by this 
act, shall he held and are hereby declared to be, as lawful 
and binding as though held or done in this state. 

Acts re- § 9009. Sec. 44. The following entitled acts, so far as 

pealed. relate to corporations authorized by this act, are hereby 

repealed, viz.: (144 and 192 of 1851, 41 of 1853, 19, 31 and 
159 of 1855, 70, 170, 74 and 179 of 1857, 02 and 253 of 1859,104 
of 1803, 152 and 202 of 1805, 42, 89 and 174 of 1807, 32 and 70 

' of 1809, 9, 149, 130 and 190 of 1871, 17 of 1873 and 89 of 1875. 

And all other acts and parts of acts contravening any of the 
provisions of this act. But repeal does not dissolve existing 
corporations nor affect corporations for pur|50ses other than 
those mentioned in section one.) 

§ 9010. Sec. 45. This section was an immediate effect 
clause. 

§ 9011. Sec. 4G. Provides that all corporations existing 
under this act, which were formed by the consolidation of 
other mining corporations, may file their articles of associa¬ 
tion, setting forth certain facts. This section now practically 
obsolete. 


RENEWAL OF INCORPORATION OF MINING COMPANIES. 

[Act 16, P. A, 1882.] 

The People of the State of Michigan enact: 

How incorpor- § 9085, SECTION 1. It shall be lawful for any cor- 
renewS^^ poration heretofore or hereafter organized under the laws of 
this state for mining or manufacturing purposes, whose cor- 
jDorate existence is about to terminate by limitation of law, 
at its annual meeting next preceding, or at a special meeting 
called for that purpose, to be held within one year imme¬ 
diately preceding the date of such termination, by a vote of 
two-thirds of its capital stock, to direct the continuance of 
its corporate existence for such further term, not exceeding 
thirty years, as may be expressed in a resolution passed for 
Making and that purpose. Upoii the adoption .of such resolution by the 
cat^articies. Stockholders, at such meeting, it shall be the duty of the 
president and secretary of the corporation to make, sign and 
acknowledge duplicate articles of association, as in case of 
a new corporation, to which shall be appended a copy of the 
proceedings of such stockholders’ meeting, certified by the 
secretary and verified by his oath, which articles of associa¬ 
tion shall be filed with the secretary of state and with the 
county clerk of the county where the corporation carries on 
its business, and be by them recorded in their respective 
offices at the expense of said corporation, and the copies so 




MINING CORPORATIONS. 


23 


filed, the record thereof, or a certified copy of either of such 
records, shall be prima facie evidence of the facts therein 
recited; but said articles of association need nuf set forth, 
in the case of corporations existing* under the ])rovisions of 
chapter one hnndred and twenty-three of Howell’s annotated 
statutes of Michigan, the cash value of property conveyed 
to the corporation contemporaneously with its organization 
nor the names of the directors for the first year. 

§ fi08(). Sec. 2. The renewed term of such corporation 
shall begin from the expiration of the former term thereof, 
and the cor])oration thus i^enewed shall hold and own all the 
])roi)erty held and owned by the corporation before renewal, 
and shall be liable to all its debts, liabilities and obligations 
as fully as if the former cor])orate term had not ex])ired; and 
the directors and officers, who were such in fact at the time 
of the meeting, shall hold and continue in their offices until 
.their successors shall be elected and shall qualify: Provided, 
nevertheless. That if the call for the meeting to extend the 
corporate term shall embrace a notice that a number of the 
directors will be elected at such meeting, such election may 
be then held accordingly, and the directors then elected shall, 
when they shall qualify, become and be the directors of such 
renewed corporation. 

The above act authorizing mining and manufacturing corporations Avhose 
corporate existence is about to terminate by limitation of law to direct its 
continuance for a period not exceeding 30 years, is a valid enactment.— 
Seneca. Mining Co. v. Secretary of State, 82 / oTS. A mining corporation, 
organized in 18r)3. ceased to exist as a corporation de jure at the expiration 
of 30 years, at which time there was no constitutional method of extending 
the term of its franchise.—Atty. Gen. v. Gay, 102 / 613. 


REORGANIZATION OF MINING CORPORATIONS. 

An Act to provide for the re-organization of corporations for mining, 
smelting and manufacturing iron, copper, silver, mineral coal and 
other ores or minerals, the term of existence of which has hereto¬ 
fore expired, or may hereafter expire by limitation, and to fix the 
duties and liabilities of such renewed corporations. 


[Act 142, P. A. 1880.] 

The People of the ^tate of MlehUjan enaet: 

§ 9012. ■ Section 1. That it shall be lawful for any cor¬ 
poration heretofore or hereafter organized under the general 
laws of this state for mining, smelting or manufacturing ])ur- 
[)oses, Avhose cor])orate term has ex])ired, or shall ex])ire by 
limitation, at a s])ecial meeting of its stockholders called for 
that pur])ose, by a vote of at least four-fifths of its ca])ital 
stock, to direct the continuance of its cor])orate existence for 
snch further term, not exceeding thirty years from the expira¬ 
tion of its former term, as may be expressed in a resolution 
for that ])ur])Ose. Such meeting may be called in accordance 
with the by-laws of the corporation, and the laws of this state 


When new 
corporation 
deemed to be 
formed. 


Proviso, 
directors ijiay 
be elected. 


Corporate 
existence, 
how contin¬ 
ued. 


Meeting, how 
called. 





24 


STATE OF MICHIGAN. 


Duty of pres¬ 
ident and 
secretary. 


Articles of 
association, 
what not to 
set forth. 


Proviso. 


When term to 
begin. 


Proviso. 


applicable to the same class of coriioratioiis wliose term has 
not expired, by order of tlie directors de facto of the corpora¬ 
tion. ITpon tlie adoption of sncli resolution by a vote, in 
person or by ]>roxy duly filed, or fonr-fifths of the capital 
stock, it shall be the duty of the president and secretaiw of 
the stockholders’ meeting to make, sign and acknowledge 
duplicate articles of association, as in tlie case of a new cor¬ 
poration, to which shall be appended a co]iy of the proceed¬ 
ings of such stockholders’ meeting, certified by the secretary 
and verified by his oath, which articles of association shall be 
filed with the secretary of state and with the county clerk of 
the county where the corporation carries on its business, 
and be by both recorded in their resjiective offices, at the ex¬ 
pense of such cor]ioration; the copies so filed and the record 
tliereof, or a certified copy of either of such records, shall be 
prima facie evidence of the facts therein recited; but said 
articles of association need not set forth in the case of cor¬ 
porations existing under the provisions of act number one 
hundred thirteen of the public acts of eighteen hundred 
seventy-seveii, entifled ^‘An act to revise the laws providing 
for the incorporation of companies for mining, smelting and 
manufacturing iron, copper, silver, mineral coal and other 
ores or minerals, and to fix the duties and liabilities of such 
corporations,” being sections six thousand nine hundred 
ninety-one to seven thousand thirty-four inclusive, of the com¬ 
piled laws of eighteen hundred ninety-seven, the cash value of 
property conveyed to the corporation contemporaneonsly with 
its reorganization, nor the names of the directors for the 
first year: Provided, That this act shall not be applicable to 
any corporation whose business has been or may be wound 
up and property sold pursuant to the voluntary action of the 
stockholders or of any court of competent jurisdiction, or 
where proceedings have been commenced at the date of the 
approval of this act to wind up any corporation under the 
provisions of act thirty-nine, of the public acts of eighteen 
hundred ninety-five. 

§ bOl.3. Sec. 2. The renewed term of such corporation 
shall begin from the expiration of the former term thereof, 
and the corporation thus renewed shall hold and owil all the 
property held and owned by the corporation before renewal, 
and shall be liable to all its debts, liabilities and obligations 
as fully as if the former corporate term had not expired; 
and the directors and officers, who were such in fact at the 
time of the meeting, shall hold and continue in their offices 
until their successors shall be elected and shall qualify: Pro¬ 
vided, nevertheless. That if the call for the meeting to extend 
the corporate term shall embrace a notice that a number of 
the directors, will be elected at such meeting, such election 
may be then held accordingly, and the directors then elected 
shall, when they shall qualify, become and be the directors 
of such renewed corporation. 



MINING CORPORATIONS. 


25 


MAY CONTINUE FOR THREE YEARS TO CLOSE BUSINESS. 

^ § 11335. Sec. 8. All corporations wliose charters shall ex¬ 
pire by their own limitation, or shall be annulled by for¬ 
feiture or otherwise, shall nevertheless continue to be bodies 
corporate, for the term of three years after the time when 
they would have been so dissolved, for the purpose of prose- 
cnting and defendino- suits by or against them, and of en¬ 
abling them gradually to settle and close their concerns, to 
dispose of and convey their property, and to divide their cap¬ 
ital stock; bnt not for the purpose of continuing the business 
for which such corporations have been or may be established. 

Where corporations are created under general laws, allowing an existence 
of 30 years, and authorizing transactions \fhich in the usual course of things 
could not be brought into litigation within three years after any sudden 
dissolution, it would not be competent for the legislature by arbitrary re¬ 
peals, to destroy contracts or other assured idghts. Therefore, a corpora¬ 
tion formed under such a law, can begin legal proceedings in its own name 
at any time within three years after the end of its period and continue them 
to a close, unless superseded by trustees or receivers ; and the repeal of the 
general law would not necessarily end or shorten the existence or destroy all 
the franchises of corporations previously formed under it.—Bewick v. Alpena 
Harbor Co., 39 / 700. 

“The act of 1887 aforesaid was passed and the proceedings for renewal of 
said original Pewabic Mining Company were conducted after the expiration 
of the qualified existence of the said corporation for the term of three years 
after April 4, 1883, aforesaid, under section 4867 How. Stat., to wit: After 
April 4, 1886 ; and at the time of the passage of said act, and of the con¬ 
ducting of the alleged proceedings under which the said respondents justify 
in their said plea, the corporate existence of said corporation was not about 
to terminate by limitation of law, but had already 'terminated, and the dis¬ 
solution of said corporation had become complete.”—Mason v. Perkins, et al., 
73 / 310. 

Applying the rule that when, after an enumeration, a statute employs some 
general term to embrace other cases, the other cases must be understood to 
be cases of the same general character with those named, a corporation dis¬ 
solved by voluntary proceedings under Chap. 300, C, L. 1897, does not survive 
for three years after a decree for dissolution within the provisions of § 8534, 
C. L. 1897, which apply to “all corporations whose charters shall expire by 
their own limitation or shall be annulled by foiTeiture or otherwise.” A 
creditor cannot institute an action against a corporation after a receiver is 
appointed and it has been dissolved and its assets partly distributed in volun¬ 
tary dissolution proceedings.—Jacobs v. E. Bement’s Sons, 161 / 415. 


WINDING UP OF MINING AND MANUFACTURING CORPORA¬ 
TIONS. 


See C. L. 1915, § § 13571-77, as amended by Act 66, P. A. 1917. 


VOLUNTARY DISSOLUTION OF CORPORATIONS. 


-Town V. Bank of River 


See C. L. 1915, § § 13563-13570. 

A corporation cannot dissolve itself by its own act.- 

Raisin, 2 Doug., 530. . ^ ^ u ft.. ^ t 

A corporation mav make a general assignment for the benefit of its cred¬ 
itors_Town V. Bank, etc., 2 Doug., 530. Unless prohibited by its charter or 

by statute.—Covert v. Rogers, 38/363. It will not work a dissolution; the 
possession of property is not necessary to corporate existence; may be made 
by the directors.—Id.; 2 Doug., 530. An assignee will not lie disqualified 
merely by reason of his being a stockholder, or a former officer of the com- 


May continue, 
for what 
purposes. 







20 


STATE OF MICHIGAN. 


Directors, 
election of. 


Proviso. 


Further 

proviso. 


pany, or insolvent. Such a selection for assignee might he considered in de¬ 
termining the good faith of the transaction. Upon that question, it is coih- 
petent for directors to testify as to their motives, etc.—Covert v. Rogers, 
38 /363. 

Stockholders in a corporation are not entitled, upon its dissolution, to any 
of its property, until its debts are paid ; and they are estopped from denying 
that they are liable therefor to the extent of their interest.—BreAver v. Mich. 
Salt Assn., 58/351. 

A receiver of a corporation in process of voluntary dissolution under 3 
Comp. Laws, Chap. 300 (C. L. 1915, § § 13563-13577), takes the corporate as¬ 
sets subject to the liens of creditors who have levied execution thereon subse¬ 
quent to the filing of the petition for dissolution and before the date of the re¬ 
ceiver’s appointment.—Travis v. McBride, 166 / 126. 


MINORITY REPRESENTATION ON BOARDS OF DIRECTORS. 

[Act 112, P. A. 1885, as amended.] 

§ 11344. Section 1. In all elections for directors of any 
corporation organized under any general laiv of this state, 
other than mnnicipal, insurance, banking corporations, build¬ 
ing and loan associations, co-operative savings associations 
and summer resort associations, every stockholder shall have 
the right to vote in person or by ])roxy the nnmber of shares 
of stock owned by him for as many ]iersons as there may be 
directors to be elected, or to cumulate said shares and give one 
candidate as many votes as will equal the number of directors 
multiplied by the number of shares of his stock; or to dis¬ 
tribute them on the same jirinciple among as many candi¬ 
dates as he sliall think fit. All such corporations shall elect 
their directors annually, and the entire number of directors 
shall be balloted for at one and the same time and not sepa- 
ratel}^: Ihovided, That the by-laws of any such cor])oration 
shall not be so amended as to reduce the number of directors 
of such corporation in case the votes of a sufficient nnmber of 
shares are recorded against such ])ro])osed amendment, which 
if cumulatively voted as herein provided would elect one or 
more directors, where the same number of shares if cumula¬ 
tively voted would not l)e sufficient to elect the same number 
of directors of the reduced board: Provided further. That 
associations formed for social, yachting, hunting, boating, 
fishing and rowing pur]loses, under act number twenty-two of 
the public acts of eighteen hundred eighty-three, approved 
April ten, eighteen hundred eighty-three, entitled “An act to 
authorize the formation of clubs for social purposes,” the 
same being sections seven thousand seven hundred thirty- 
three to seven thousand seven hundred thirty-nine, both in¬ 
clusive, of the compiled laws of eighteen hundred ninety- 
seven, or under section seven thousand six hundred sixty- 
seven of the compiled laws of eighteen hundred ninety-seven, 
may elect a ])ortion of their directors for a longer term than 
one year as may be jirovided in their by-laws. 




MINING CORPORATIONS. 


27 


LISTS OF STOCKHOLDERS AND TRANSFER BOOKS TO BE 
KEPT BY CERTAIN CORPORATIONS WITHIN 
THIS STATE. 

[Act 88, S. L. 1869.] 

The People of the State of Michigan enact: 

§ 11345. Section 1. That all corporations formed under corporations 
the laws of tliis state, and whose principal office for the trans- lokeepuSof 
action of business shall be located without the limits of this stockholders, 
state, are hereby required when such corporations have an 
office within this state, to keep a list of all stockholders of 
such corporation together with a statement of the numher of 
shares held by each stockholder, and a transfer book of the 
stock thereof, at their agency or office in this state, and if 
there be more than one, then at some one of such agencies or 
offices to be designated by the officers of such corporation: 

Provided, That corporations organized for the purpose of, or Proviso, 
engaged in mining for iron, copper, mineral coal, silver, or 
other ores or minerals in the upper peninsula, shall not be 
required to keep a transfer book of the stock thereof at such 
agency or office within this state. The failure to keep such Failure to 
list of stockholders together with a statement of the number 
of shares of stock held by each, and to keep a transfer book 
of the stock at such office or agency in this state, shall be 
deemed a misuser of the charter of such corporation and Forfeiture of 
work a forfeiture thereof. charter. 

§ 11346. Sec. 2. Any person holding stock In any such Transfer of 
corporation may have the same transferred upon the books 
of such agency within this state, upon the same terms, con¬ 
ditions, and restrictions as is provided by law, or the rules 
of such corporation, for such transfer at the principal office 
of such corporation, wherever it may be situated. 

For an act to make uniform the law of transfer of shares of stock in cor¬ 
porations, see Act No. 106, P. A. 1913. 


FOREIGN CORPORATIONS. 

An Act to prescribe the terms and conditions on which foreign cor¬ 
porations may be admitted to do business in Michigan. 

[Act 206, P. A. 1901.] 

The People of the State of Michigan enact: 

§ 9063. Section 1. It shall be unlawful for any corporation Certificate of 
organized under the laws of any state of the United States, 
except the state of Michigan, or of any foreign country, to 
carry on its business in this state, until it shall have pro- 






28 


STATE OF MICHIGAN. 


Statement. 


Determina¬ 
tion of author¬ 
ized capital. 


Hearing. 


Appeal. 


Franchise fee. 


cured from the secretary of state of this state a certificate 
of authority for that purpose. To procure such certificate of 
authorit}^ every such foreign corporation or association shall 
comply with the following provisions: It shall file and 
record in the office of the secretary of state a certified copy 
of itf? charter, or articles of incorporation, and file evidence 
of appointment of an agent in this state to accept service 
of process on behalf of said corporation, and shall pay to the 
secretary of state the requisite filing, recording and franchise 
fees. Such corporation, by its president, secretary, treasurer 
and superintendent, or any two of them shall make and file 
with the secretary of state a statement duly sworn to by at 
least two of such officers, in such form as the secretary of 
state may prescribe, containing the following facts: 

First, The location of its principal office and its principal 
place or places of business, and the names and addresses of 
its principal officers; 

Second, The location of its principal office and the prin¬ 
cipal place of business in Michigan, and the name and ad¬ 
dresses of the officers or agent of the company in charge of 
its business in Michigan; 

Third, The total value of the property owned and used by 
the company in its business, giving its location and general 
character and stating separately the value of its tangible 
property, of its cash and credits, its franchises, patents, trade 
marks, formulas, good will; 

Fourth, The value of the property owned and used in Michi¬ 
gan and where situated ; 

Fifth, The total amount of business transacted during the 
preceding year and the amount of business, if any, transacted 
in Michigan; 

Sixth, Such other facts bearing on the matter as the sec¬ 
retary of state may require, including a staTement of the 
particular purpose, or the particular kind of business for 
which the company desires admission to this state. 

§ 9061. Sec. 2. From the papers so filed and the facts so re¬ 
ported and any other facts coming to his knowledge bearing 
upon the question, the secretary of state shall determine the 
proportion of thq authorized capital stock of the company rep¬ 
resented by its tangible property in Michigan. Any such cor¬ 
poration shall have the right on application, to be heard by 
the secretary of state touching the matter of the determina¬ 
tion of the proportion of its capital stock represented by 
such property used in Michigan. Any corporation aggrieved 
by the decision of the secretary of state, may, within ten 
days, appeal to a board of appeal, consisting of the auditor 
general, state treasurer and attorney general, whose de¬ 
cision in the matter shall be final. 

■ § 9065. Sec. 3. Such company shall pay to the secretary of 
state a franchise fee of one-half a mill on each dollar of the pro¬ 
portion of its authorized capital stock represented by the 



MINING CORPORATIONS. 


29 


taiio-ible property OAviied and used in Michigan, determined 
as above i)rovided. And in case such corporation has not 
at tlie time of ai)plication for admission carried on business 
at least six months outside of Michigan, it sliall pay a fran¬ 
chise fee on its entire antliorized capital stock, but such 
tee shall in no case be less than twenty-tive dollars. 

§ 9000. Sec. 4. When such cor])oration has fully complied Certificate 
with the ])rovisions of this act, the secretaiT of state may issue 
to such corporation a certificate of authority to cariw on 
such business in this state during the period of its corporate 
existence, but not exceeding thirty years: Provided, That no Proviso, 
such foreign corporation shall be permitted to transact busi- corporations, 
ness in this state, unless it be incorporated in whole or in 
part for the ])urpose or object for which a corporation may 
be formed under the laws of Michigan, and then,only for 
such purpose or object. The secretaiy of state shall in the 
certificate which he issues state under what act such corpora¬ 
tion is to carry on business in this state, and such cor])ora- 
tion shall have all the powers, rights and privileges and be 
subject to all the restrictions, requirements and duties 
granted to or imposed upon corporations organized under 
such act ; and the officers and directors of every such corpo¬ 
ration shall be subject to all such requirements and duties as 
are im])osed upon officers and directors of corporations or¬ 
ganized under such act, and shall be subject to the same pen¬ 
alties and liabilities for failure to peiTorm any duties im¬ 
posed by such act as are the officers and directors of corpora¬ 
tions organized under such act: Provided, That the carry- 
ing on in this state by such corporation of business for which certificate^ 
it has not been so admitted or failure to fully coni])ly with 
the requirements of the act under which it has been so 
admitted shall be sufficient cause for revoking the certificate 
of authority to do business in this state, ami the secretary of 
state may revoke such certificate and shall promptly notify 
such corporation of such revocation and the reasons therefor 
b}' notice sent by mail to the home office of such corporation. 

Under statutes of Michij?an separating the functions of telegraph and tele¬ 
phone companies, and restricting the right of one company to engage in the 
two kinds of l)usiness, mandamus will not issue in favor of a foreign cor¬ 
poration to compel the Secretary of State to issue a certificate of authority 
to transact l)oth kinds of business in Michigan, although the corporation is 
authorized so to do in the state where it is organized.—Am. Tel. & Tel. Co. 

V. Secretary of State, l.jO / li)6. An electric power corporation, organized 
und(‘r the laws of Wisconsin, is required to have the issue and amount of its 
stock approved by the Michigan Railroad Commission before the Secretary of 
State may issue thereto his certificate of authority to transact business in 
Michigan.—Peninsular Power Co. v. Sec’y of State, 109 / 595. 

§ 9007. Sec. 5. Every corjioratioii which has jiaid a franchise statement of 
fee and been admitted to do business in this state, which shall 
thereafter increase its authorized capital, or shall increase 
the projiortion of its cajiital stock, represented by projierty 
used and business done in Michigan, shall witliin thirty Additional 
days after such increase file an additional statement ivitli the statements, 
secretary of state and jiay an additional franchise fee of 





30 


STATE OP MICHIGAN. 


Penalty for 
violation of 
act. 


Contracts 

\oid. 


()iie-lia]f of one mill on each dollar of the amount of increase 
of its cai)ital stock re])resented by property owned and busi¬ 
ness done in Michigan. And any such corporation shall at 
any time when recpiested by the secretary of state, file an ad¬ 
ditional statement under oath of at least two of its officers^ 
showing the pro])ortion of its iiropert}^ used and business 
transacted in Michigan. Every corporation subject to tlie 
l)rovisions of this act, which shall neglect or fail to comply 
with its requirements, shall be subject to a penalty of not 
less than one hundred dollars nor more than one thousand 
dollars for every month that it continues to transact business 
in Michigan, without complying with the requirements of 
this act, to be recovered by action in tlie name of the people 
of the state of Michigan in any court of conqietent jurisdic¬ 
tion. 

§ 0008. Sec. 6. No foreign corporation, subject to the ])ro- 
visions of this act, shall be capable of making a valid contract 
in this state until it shall have fully complied with the require¬ 
ments of this act, and at the time holds an unrevoked certifi¬ 
cate to that effect from the secretary of state. 

A mortgage executed by a foreign corporation admitted to do business in 
this State to the owners of a bank in this State and intended to be performed 
in this State is a Michigan contract, subject to interpretation by and enforce¬ 
ment under our laws.—Stack v. Detour Lumber & Cedar Co., 151/ 22, 

The right of a foreign corporation to do business in Michigan is a matter 
entirely under the control of the legislature, which may deny such right at 
any time, except that the denial must not amount to a regulation of com¬ 
merce, interstate or foreign ; and the conditions upon which foreign corpora¬ 
tions ma 5 ’ do business within this state to this extent are absolutely within 
the discretion of the legislature.—Isle Royale Land Co. v. Osmun, 76 / 163. 

Act No. 79, Laws of 1893, does not apply to foreign corporations whose 
business within this state consists merely of selling through itinerant agents, 
and delivering, commodities manufactured outside of this state.—Coit & Co. 
V. Sutton, 102 / 324 ; but where a corporation so engaged tiles a copy of its 
articles of association in this state, and pays the specified franchise fee 
under protest, mandamus will not lie to compel the repayment thereof.—- 
Moline Plow Co. v. State Treasurer, 105 / 58. 

Contract in this state for sale of its property by a foreign corporation 
which has not paid its franchise fee required by act 79 of 1893 is void.— 
Rough V. Breitling, 117/48. 

A contract by a foreign corporation to construct and equip a factorv in 
this state, in the performance of which materials, must be purchased ' and 
labor performed in this state, notwithstanding the machinery is manufac¬ 
tured and shipped from another state, and the corporation maintains no 
office, warehouse or general agent in the state, is not interstate commerce, 
and the contract is not exempt on that ground from the operation of the 
statute. (Act 200 of 1901.) Hastings industrial Co. v. Moran, 143 / 679. 

And a corporation is estopped to dispute the validity of its contracts for 
non-compliance with the statute regulating the transaction of local business. 
—Id, See also Kuennan v. Fidelity & Guaranty Co., 159 / 122. 



MINING CORPORATIONS. 


31 


PAYMENT OF A FRANCHISE FEE BY CORPORATIONS. 

An Act to provide for the payment of a franchise fee by corporations. 

[Act 182, P. A. 1801, as amended.] 

The People of the t^tate of Miehigan enact: 

§ 11352. Section 1. That every cor])oratioii or association corporation 
hereafter incorjiorated or formed by consolidation or other- franchise°fee. 
wise, by or nnder any general or special law of this state, 
which is required by law to file articles of association with 
the secretary of state and every foreign corporation or asso- Foreign cor- 
ciation which shall hereafter be ])ermitted to transact bnsi- si?bjeSTo 
ness in this state, which shall not, prior to the i)assage of this 
act, have filed or recorded its articles of association nnder the 
laws of this state and been thereby anthorized to do business 
therein, shall jiay to the secretary of state a franchise fee of nate of fee. 
one-half of one mill upon each dollar of the authorized capi¬ 
tal stock of snch corporation or association, and a propor¬ 
tionate fee upon any and each subsequent increase thereof; 
and that every corporation heretofore organized or doing 
business in this state ivliich shall hereafter increase the 
nnionnt of its anthorized ca])ital stock, shall jiay a franchise 
fee of one-half of one mill upon each dollar of snch increase 
of anthorized ca])ital stock of snch corjioration or associa¬ 
tion, and a })roportionate fee upon any and each subsequent 
increase thereof: IT'ovided, That the fee herein provided. Proviso, 
except in cases of increase of capital stock, shall in no case Fee for in- 
be less than live dollars; and in case any coiqioration or asso- stSk^ 
ciation hereafter incorporated nnder the law of this state, or 
foreign corporation anthorized to do business in this state 
has no authorized capital stock, then in snch case each and 
every cor])oration or association so incor})orated or doing 
business in this state shall ])ay a franchise fee of live dollars. 

All contracts made in this state after the lirst day of Jann- Contracts by 
ary, eighteen hundred ninety-four, by any cor])oration when void." 
which has not lirst complied with the provisions of this act 
shall be wholly void. 

§ OdtiO. Hec. 7. It shall be unlawful for any person to act as unlawful to 
agent for any foreign corjioration not anthorized to do bnsi- 
ness in this state or in any manner to aid in the transaction of 
the business of snch nnanthorized foreign corporation in this 
state. Any person violating the ])rovisions of this section 
shall be deemed guilty of a misdemeanor and upon convic¬ 
tion thereof, shall be punished by a. tine of not less than lifty 
dollars, nor more than live hnndred dollars for each offense 
and in default of ])ayment of snch line, shall be imprisoned 
in the comity jail for a ])eriod of not less than thirty days 
nor more than one year, or he may be punished by both snch 
line and imjirisonment at-tlie discretion of the court. 



32 


STATE OF MICHIGAN. 


Not applicable 
to certain 
corporations. 


“ Corpora¬ 
tions” de¬ 
fined. 


Service of 
process. 


§ 0070. Sec. 8. Tlie provisions of this act shall not be aj)- 
plicable to snek forei^t^n coi-porations as are permitted to do 
business in this state by license issued by the commissioner of 
insurance, or by the state treasurer, according to the provi¬ 
sions of law. Nor shall this act be construed to ])rohibit any 
sale of goods or merchandise which Avonld be protected by the 
rights of interstate commerce. 

§ 9071. Sec. 9. The term ^^corporations’’ as used in tliis act 
shall be construed to include all associations, ])artnership asso¬ 
ciations and joint stock companies having any of the powers or 
privileges of corporations, not possessed by individuals or 
partnerships, under Avhatever term or designation they may 
be defined and known in the state Avhere organized. 

§ 9072. Sec. 10. No such corporation having appointed an 
agent to accept service of process shall have power to revoke or 
annul such appointment until it shall have filled [filed] 
notice of appointment of some other person in this state as 
such agent. Service of process may also be made npon any 
officer or agent of such corporation in this state^ or service 
may be made upon the secretary of state, Avho shall imme¬ 
diately notify the corporation thus served, by mailing notice 
thereof and a copy of such process to its address. There shall 
be paid to the secretary of state at the time of such service 
a fee of five dollars, which sum may be taxed as costs to the 
plaintiff in case he prevails in the proceeding. 


Corporations created in other states have no rights of citizenship here.— 
Home Ins. Co. v. Davis, 29 / 238. Nor can such a corporation exercise any 
of its powers or franchises here, without legislative permission, express or 
implied.—Thompson v. Waters, 25 / 214. Such assent may be denied entirely, 
or it may be granted upon conditions. And as a condition for permission to 
carry on business here, such corporations may be required to submit their 
controversies here, to the exclusive jurisdiction of the state courts.—Home 
Ins. Co. V. Davis, 29 / 238. 

This section, so far as it relates to foreign corporations, has been super¬ 
seded by Act 206, P. A. 1901, which act immediately precedes. 

This section does not apply to foreign corporations whose business within 
this state consists merely of selling through itinerant agents, and delivering, 
commodities manufactured outside of this state.—Coit & Co. v. Sutton, 102 / 
324 ; but where a corporation so engaged files a copy of its articles of asso¬ 
ciation in this state, and pays the specified franchise fee under protest, 

mandamus will not lie to compel the repayment thereof.—Moline Plow Co. 
v. State Treasurer, 105 / 58. 

A chamber of commerce incorporated under Act No. 166 P. A. 1863 (1 
How. Stat., Chap. 108), (Chap. 173 C. L. 1915), may amend its original ai-- 
ticles of association, increasing its so-called ‘‘capital stock” to an amount not 
exceeding the limit fixed by Act No. 52, P. A. 1893, in the manner 

prescribed by 1 How. Stat.. Sec. 4866, (C. L. 1915, § 11334), which is appli¬ 

cable to all corporations when no other provision is specially made.—Detroit 
Cham, of Com. v. Sec. of State, 109 / 691. 

A reading of the provisions of the franchise fee law, in connection with 
the existing laws in relation to educational institutions, makes it very clear 
that it was no part of the purpose of the legislature, in providing for the 
payment of a franchise fee upon capital stock by corporations, to apply its 
provisions to educational institutions organized in the manner in which the 
relator was organized and maintained for the purpose for Avhich it is main¬ 
tained.—Mich. Female Seminary v. Secretary of State, 115 / 118. 

Non-payment of the franchise fee attempted to be imposed by Act No. 79, 
P. A. 1893, upon all foreign corporations doing business within this state 
does not affect the right of a foreign corporation, which has sold goods by 
itinerant salesmen to a resident corporation, to enforce the statutory liability 
of the directors of the latter for their wilful neglect to file an annual report 
—Wilcox Cordage & Supply Co. v. Mosher, 114 / 64. 

The ^individual liability of directors of corporations for corporate debts 
based upon their failure to make the annual report required by section 12 of 
Act No. 232, P. A. 1885 (3 How. Stat., Sec. 4161b’), (C. L. 1915, § 9045) 
extends to corporate debts contracted pending the default.—Wilcox Cordase & 
Supply Co. V. Mosher, 114 / 64. 




MINING CORPORATIONS. 


33 


§ 11353. Sec. 2. The secretary of state shall not receive Fees must 
tor tiling or record the, articles of association of any corpora-SiSes.^^^^ 
tion or association unless accompanied by the fee provided 
for in this act. 

§ 11354. Sec. 3. The fees collected under the provisions of Application 
this act shall be ])aid into the state treasury, and shall be ap- 
plied in paying the interest upon the primary school, univers¬ 
ity and other educational funds, and the interest and princi¬ 
pal of the state debt, in the order herein recited, until the ex¬ 
tinguishment of the slate debt other than the amounts due to 
educational funds, Avhen such specific taxes sliall be added 
to and constitute a part of the primary school interest fund, 
as provided in section 1 of article XIV of the constitution of 
Michigan. 

See Const, of 1909, Art X, 1 and 2. 

§ 11355. Sec. 4. All corporations whose term of corporate Corporations 
existence, as fixed by their articles of association, shall have p^lte^list-^' 
expired or shall be about to expire by limitation, and who t^pl^f^n-^ 
shall renew such corporate existence, in accordance with law, chise fee. 
shall, for the purpose contemplated b}- this act, be treated 
and regarded as new corporations, and shall be required to 
pay the fee provided by this act. 


FEES REQUIRED BY STATUTE. 

§ OG. That there shall be paid to the secretary of state the 
following fees: 

For filing articles of association, or amendments or certifi¬ 
cates relating thereto, fifty cents each; 

For recording articles of association, or amendments or 
certificates relating thereto, twenty cents per folio of one 
hundred words; 

For making and certifying to copies of any act or resolu¬ 
tion of the legislature, or of any record, proceedings or 
papers kept in his office, twenty cents per folio of one hun¬ 
dred words: 

Provided, That no fee for an}" such record or certified copy 
shall be less than fifty cents; 

For all certificates and seals thereto, twenty-five cents. 

§ 09. For filing annual reports of corporations, fifty cents 
each. 

§ 101. All fees collected under the provisions of this act 
shall be paid into the state treasury. 

§ 13729. The term ‘Tolio,’’ when used as a measure for 
computing fees or compensation, shall be construed to mean 
one hundred words, counting every figure necessarily used, 





34 


STATE OF MICHIGAN. 


as a word; aud any portion of a folio, when in the whole 
draft or paper there shall not be a complete folio, and when 
there shall be any excess over the last folio, shall be computed 
as a folio. 

§ 200. * * * The secretaiy of state shall make or cause 

to be made on proper application all such searches, maps, 
drawings, plats, abstracts, statements, and certificates as may 
be reasonably called for by any person or persons, and shall 
charge and collect from the applicant all such fees for the 
same as are fixed by law, or as shall be proper and comj)ensa- 
tory in cases where no price is fixed by law * * *. 









